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Section 1: 8-K (8-K)

HIW Form 8-K 4.23.15



 


SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): April 22, 2015


HIGHWOODS PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

 
Maryland
001-13100
56-1871668
 
 
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
 


HIGHWOODS REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

 
North Carolina
000-21731
56-1869557
 
 
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
 


3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
(Address of principal executive offices, zip code)

Registrants' telephone number, including area code: (919) 872-4924

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 







Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2015, the Company announced that Michael E. Harris, 65, will retire as Executive Vice President and Chief Operating Officer on August 31, 2015.

The Company also announced that Theodore J. Klinck, 49, will become Executive Vice President and Chief Operating and Investment Officer in sync with Mr. Harris’ retirement. Mr. Klinck is currently Senior Vice President and Chief Investment Officer. Prior to joining us in March 2012, Mr. Klinck served as principal and chief investment officer with Goddard Investment Group, a privately owned real estate investment firm, since September 2009. Previously, Mr. Klinck had been a managing director at Morgan Stanley Real Estate.

Mr. Harris is eligible to receive benefits under our retirement plan. Upon his retirement, Mr. Harris will be eligible to receive a cash payment equal to any unpaid portion of amounts earned under our 2015 annual non-equity incentive program, his unvested stock options and time-based restricted stock generally will be non-forfeitable and vest according to the terms of their original grants and generally he will be entitled to retain any total return-based restricted stock that subsequently vests after the retirement date according to the terms of their original grants. For employees who have met the age and service eligibility requirements under our retirement plan, including Mr. Harris, 100% of their annual grants were expensed at the grant date as if fully vested.

Other than Mr. Harris, none of our named executives has an employment agreement with us. Upon his retirement, Mr. Harris’ employment agreement will be terminated.

Mr. Klinck’s compensation arrangement will be substantially similar to what the Company provides to its current Chief Operating Officer. Information about the compensation of the Company’s Chief Operating Officer is incorporated herein by reference to the Company’s Proxy Statement filed in connection with its annual meeting of stockholders to be held on May 13, 2015. We will enter into a change in control agreement with Mr. Klinck on terms substantially similar to the change in control agreements we have in effect with our other executive officers, including the current Chief Operating Officer. Upon his retirement, Mr. Harris’ change in control agreement will be terminated.

Item 7.01.
Regulation FD Disclosure.

Pursuant to a press release on April 22, 2015, the Company announced the retirement of Michael E. Harris as the Company’s Executive Vice President and Chief Operating Officer and the appointment of Theodore J. Klinck as Executive Vice President and Chief Operating and Investment Officer, each effective as of August 31, 2015.

The information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99 to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.

Item 9.01.
Financial Statements and Exhibits.

(d)    Exhibits

No.    Description

99
Press Release dated April 22, 2015

The information contained in the press release attached as Exhibit 99 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99 to this report shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
 
HIGHWOODS PROPERTIES, INC.
 
 
By: 
/s/ Jeffrey D. Miller
 
 
 
Jeffrey D. Miller
 
 
 
Senior Vice President, General Counsel and Secretary
 
 
 
 

 
 
HIGHWOODS REALTY LIMITED PARTNERSHIP
 
 
By: Highwoods Properties, Inc., its general partner
 
 
By: 
/s/ Jeffrey D. Miller
 
 
 
Jeffrey D. Miller
 
 
 
Senior Vice President, General Counsel and Secretary
 
 
 
 


Dated: April 23, 2015

 



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Section 2: EX-99 (EXHIBIT 99)

HIW Press Release 4.22.15


Exhibit 99


FOR IMMEDIATE RELEASE                    Ref: 15-09

Contact:
Tabitha Zane
Vice President, Investor Relations
919-431-1529

Highwoods Properties Announces Personnel Changes
_______________________

Mike Harris to Retire
Ted Klinck Named Chief Operating and Investment Officer
David Doubman Named Vice President, Operations and Analysis
_______________________

Raleigh, NC - April 22, 2015 - Highwoods Properties, Inc. (NYSE:HIW) today announced that Mike Harris, 65, will retire as Chief Operating Officer on August 31, 2015. Upon Mike’s retirement, Ted Klinck, 49, will become Chief Operating and Investment Officer. The Company also announced that David Doubman, 36, has been promoted to Vice President, Operations and Analysis.

Ed Fritsch, President and CEO of Highwoods, stated, “Mike Harris has been a terrific business partner, leader and inspiration to our team. He joined Highwoods in 1996 as senior vice president when our Company acquired Crocker Realty Trust, a NYSE-listed company. Mike played an important role in the deployment of our Strategic Plan, and his impactful contributions have helped us meaningfully grow our Company. It has been an honor to have worked alongside Mike for almost two decades and the entire Highwoods family applauds him as he finishes his long and distinguished real estate career, which will always be held in the highest regard.

“We are fortunate to have strong leadership across our divisions, led by a group of long-tenured, highly-experienced real estate professionals. Our culture places high emphasis on collaboration and collegiality and with our division heads having, on average, 28 years of commercial real estate experience, we have a tremendous amount of breadth and depth of talent across our system.

“Ted Klinck has been a great addition to our senior leadership team. He joined us in 2012 as Chief Investment Officer and knows our Company well. Ted routinely interacts with our field personnel and therefore working more closely with our division heads on lease transactions and operations will be a natural extension. Ted will also continue to lead our investment group, a capable and highly experienced team with strong expertise in sourcing, underwriting, engineering, due diligence and asset integration.”







The Company noted that Klinck will be heavily supported by its operations and development teams. The Company’s operations team is led by Mike Starchville, Vice President of Asset Management, and David Doubman, who has been promoted to Vice President, Operations and Analysis. Starchville, 54, an experienced mechanical engineer and seasoned operations expert who joined Highwoods in 2008, has implemented and oversees a broad range of operational best practices and engineering/mechanical enhancements across our portfolio. Doubman, who joined Highwoods in 2010, is also a mechanical engineer. He leads our operations analytical team, focusing on revenue and NOI growth and forecasting. The Company’s development team is led by Randy Roberson, Vice President of Development. Roberson, 56, a veteran civil engineer who joined Highwoods in 1995, oversees the Company’s current and prospective development pipeline.

About Highwoods Properties
Highwoods Properties, headquartered in Raleigh, North Carolina, is a publicly traded (NYSE:HIW) real estate investment trust (“REIT”) and a member of the S&P MidCap 400 Index. The Company is a fully-integrated office REIT that owns, develops, acquires, leases and manages properties primarily in the best business districts (BBDs) of Atlanta, Greensboro, Kansas City, Memphis, Nashville, Orlando, Pittsburgh, Raleigh, Richmond and Tampa. For more information about Highwoods Properties, please visit our website at www.highwoods.com.

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